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                                                                    EXHIBIT 10.2

                           THE SPORTSMAN'S GUIDE, INC.
                            2004 STOCK INCENTIVE PLAN

SECTION 1. PURPOSE

      The purpose of the Plan is to promote the interests of the Company and its
shareholders by (i) attracting and retaining individuals eligible to participate
in the Plan; (ii) motivating such individuals by providing incentive
compensation; and (iii) aligning the interests of such individuals with the
interests of the Company's shareholders.

SECTION 2. DEFINITIONS

      The following terms, as used in the Plan, shall have the meaning specified
below. Other capitalized terms shall have the meaning specified in the Plan.

      a.    "AWARD" means an award granted pursuant to Section 4.

      b.    "AWARD AGREEMENT" means a document described in Section 6 setting
            forth the terms and conditions applicable to the Award granted to
            the Participant.

      c.    "BOARD OF DIRECTORS" means the Board of Directors of the Company, as
            it may be comprised from time to time.

      d.    "CHANGE OF CONTROL" means Change of Control as defined in Section
            10.

      e.    "CODE" means the Internal Revenue Code of 1986, and any successor
            statute, as it or they may be amended from time to time.

      f.    "COMMITTEE" means the Compensation Committee of the Board of
            Directors or such other committee as may be designated by the Board
            of Directors.

      g.    "COMPANY" means The Sportsman's Guide, Inc., and any successor
            thereto.

      h.    "COVERED EMPLOYEE" means a covered employee within the meaning of
            Code section 162(m)(3).

      i.    "DIVIDEND EQUIVALENT" means an amount equal to the amount of cash
            dividends payable with respect to a Share after the date an Award is
            granted.

      j.    "EMPLOYEE" means an employee of the Company or a Subsidiary. The
            term includes consultants of the Company or a Subsidiary, but
            excludes members of the Board of Directors who are not also
            employees of the Company or a Subsidiary. The term also includes any
            person who, in connection with the hiring of such person, has been
            granted an Award prior to the date such person first performs
            services for the Company or a Subsidiary, provided that no Award

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            granted to such a person shall become vested prior to the date that
            such person first performs such services.

      k.    "EXCHANGE ACT" means the Securities Exchange Act of 1934, and any
            successor statute, as it may be amended from time to time.

      l.    "FAIR MARKET VALUE" means (i) the average of the highest and lowest
            sale prices of the Shares as reported on the Nasdaq reporting system
            on the relevant date (or if the Shares are not then so traded, the
            average of the highest and lowest sale prices of the Shares on the
            stock exchange or over-the-counter market on which the Shares are
            principally trading on such date), or if no sale of the Shares is
            reported for such date, the next preceding day for which there is a
            reported sale or (ii) if there is no public market for the Shares on
            such date, fair market value as determined by the Committee.

      m.    "INCENTIVE STOCK OPTION" means an Option (or option granted pursuant
            to any other plan of the Company or a Subsidiary) intended to comply
            with Code section 422.

      n.    "INSIDER" means any person who is subject to Section 16 of the
            Exchange Act, and any successor statutory provision, as it may be
            amended from time to time.

      o.    "NON-QUALIFIED STOCK OPTION" means an Option not intended to comply
            with Code section 422.

      p.    "OPTION" means an option granted pursuant to Section 4(a).

      q.    "PARTICIPANT" means any Employee who has been granted an Award.

      r.    "PERFORMANCE GOAL" means the level of performance, whether absolute
            or relative to a peer group or index, established by the Committee
            as the performance goal with respect to a Performance Measure.
            Performance Goals may vary from Performance Period to Performance
            Period and from Participant to Participant and may be established on
            a stand-alone basis, in tandem or in the alternative.

      s.    "PERFORMANCE FORMULA" means, for a Performance Period, one or more
            objective formulas or standards established by the Committee for
            purposes of determining whether or the extent to which an Award has
            been earned based on the level of performance attained with respect
            to one or more Performance Goals. Performance Formulas may vary from
            Performance Period to Performance Period and from Participant to
            Participant and may be established on a stand-alone basis, in tandem
            or in the alternative.

      t.    "PERFORMANCE MEASURE" means one or more of the following selected by
            the Committee to measure Company and/or Subsidiary performance for a

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            Performance Period: basic or diluted earnings per share; revenue;
            operating income; net income (either before or after taxes); net
            income before interest and taxes; net income before interest, taxes,
            depreciation and amortization; return on capital; return on equity;
            net cash provided by operations; stock price and total shareholder
            return. Each such measure shall be determined in accordance with
            generally accepted accounting principles as consistently applied by
            the Company and, if so determined by the Committee and to the extent
            permitted under Code section 162(m), adjusted to omit the effects of
            extraordinary items, gain or loss on the disposal of a business
            segment, unusual or infrequently occurring events and transactions
            and cumulative effects of changes in accounting principles.
            Performance Measures may vary from Performance Period to Performance
            Period and from Participant to Participant and may be established on
            a stand-alone basis, in tandem or in the alternative.

      u.    "PERFORMANCE PERIOD" means one or more periods of time (of not less
            than one fiscal year of the Company), as the Committee may
            designate, over which the attainment of one or more Performance
            Goals will be measured for the purpose of determining a
            Participant's rights in respect of an Award.

      v.    "SHARES" means shares of Common Stock of the Company or any security
            of the Company issued in substitution, exchange or lieu thereof.

      w.    "SUBSIDIARY" means (i) any corporation or other entity in which the
            Company, directly or indirectly, controls 50% or more of the total
            combined voting power of such corporation or other entity and (ii)
            any other corporation or other entity in which the Company has a
            significant equity interest, in either case as determined by the
            Committee.

      x.    "TEN-PERCENT SHAREHOLDER" means any person who owns, directly or
            indirectly, on the relevant date, securities having 10% or more of
            the combined voting power of all classes of the Company's securities
            or of its parent or subsidiaries. For purposes of applying the
            foregoing 10% limitation, the rules of Code section 424(d) shall
            apply.

SECTION 3. ELIGIBILITY

      The Committee may grant one or more Awards to any Employee designated by
it to receive an Award.

SECTION 4. AWARDS

      The Committee may grant any one or more of the following types of Awards,
either singly, in tandem or in combination with other types of Awards:

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      a.    OPTIONS. An Option is an option to purchase a specific number of
            Shares exercisable at such time or times and subject to such terms
            and conditions as the Committee may determine subject to the Plan,
            provided that the term of an Option shall not exceed ten years.

            (i)   The exercise price of an Option shall not be less than 100% of
                  the Fair Market Value of the Shares on the date such Option is
                  granted.

            (ii)  The exercise price of an Option shall be paid in cash or check
                  (subject to collection); provided that, at the discretion of
                  the Committee, the exercise price may also be paid by the
                  tender, by either actual delivery or attestation, of Shares
                  acceptable to the Committee and valued at their Fair Market
                  Value on the date of exercise; through a combination of Shares
                  and cash; or through such other means as the Committee may
                  determine. Without limiting the foregoing, to the extent
                  permitted by applicable law:

                  A.    The Committee may, on such terms and conditions as it
                        may determine, permit a Participant to elect to pay the
                        exercise price by authorizing a third party, pursuant to
                        a brokerage or similar arrangement, approved in advance
                        by the Committee, to simultaneously sell all (or a
                        sufficient portion) of the Shares acquired upon exercise
                        of such Option and to remit to the Company a sufficient
                        portion of the proceeds from such sale to pay the entire
                        exercise price of such Option and any required tax
                        withholding resulting therefrom.

            (iii) No fractional Shares will be issued or accepted. The Committee
                  may impose such other conditions, restrictions and
                  contingencies with respect to Shares delivered pursuant to the
                  exercise of an Option as it deems desirable.

            (iv)  Incentive Stock Options shall be subject to the following
                  additional provisions:

                  A.    The aggregate Fair Market Value (determined on the date
                        that the Option is granted) of the Shares subject to
                        Incentive Stock Options which are exercisable by one
                        person for the first time during a particular calendar
                        year shall not exceed $100,000.

                  B.    No Incentive Stock Option may be granted under this Plan
                        on or after the tenth anniversary of the earlier of:

                        (1)   the date this Plan is adopted, or

                        (2)   the date this Plan is approved by shareholders.

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                  C.    No Incentive Stock Option may be exercisable more than:

                        (1)   in the case of an Employee who is not a
                              Ten-percent Shareholder on the date that the
                              Option is granted, ten years after the date the
                              Option is granted, and

                        (2)   in the case of an Employee who is a Ten-percent
                              Shareholder on the date the Option is granted,
                              five years after the date the Option is granted.

                  D.    In the case of an Employee who is a Ten-percent
                        Shareholder on the date that the Option is granted, the
                        exercise price of any Incentive Stock Option shall not
                        be less than 110% of the Fair Market Value of the Shares
                        subject to the Option on such date.

                  E.    No Incentive Stock Option may be granted to a person who
                        is not an employee of the Company or a Subsidiary on the
                        date that the Option is granted.

      b.    RESTRICTED STOCK. Restricted Stock is Shares that are issued to a
            Participant subject to restrictions on transfer and such other
            restrictions on incidents of ownership as the Committee may
            determine, including but not limited to the achievement of specific
            goals with respect to Company, Subsidiary or individual performance
            over a specified period of time. Subject to such restrictions, the
            Participant as owner of such Restricted Stock shall have the rights
            of the holder thereof, except that the Committee may provide at the
            time of the Award that any dividends or other distributions paid
            with respect to such Restricted Stock while subject to such
            restrictions shall be accumulated or reinvested in Shares and held
            subject to the same restrictions as the Restricted Stock and such
            other terms and conditions as the Committee shall determine. A
            certificate for the Restricted Stock, which certificate shall be
            registered in the name of the Participant, shall bear an appropriate
            restrictive legend and shall be subject to appropriate stop-transfer
            orders; provided, however, that the certificates representing
            Restricted Stock shall be held in custody by the Company until the
            restrictions relating thereto otherwise lapse, and the Participant
            shall deliver to the Company a stock power endorsed in blank
            relating to the Restricted Stock.

      c.    STOCK EQUIVALENT UNITS. A Stock Equivalent Unit is an Award based on
            the Fair Market Value of one Share. All or part of any Stock
            Equivalent Units Award may be subject to conditions and restrictions
            established by the Committee, including but not limited to the
            achievement of specific goals with respect to Company, Subsidiary or
            individual performance over a specified period of time. Dividend
            Equivalents may be granted with respect to all or part of a Stock
            Equivalent Unit Award. Alternatively, the Committee may also provide
            for automatic awards of additional Stock Equivalent Units on each
            date that cash dividends are paid on the Shares in an amount equal
            to (i) the product of the dividend per Share times the total number
            of Stock Equivalent Units held by the Participant as of the record
            date for such cash

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            dividend divided by (ii) the Fair Market Value of a Share on the
            dividend payment date. Stock Equivalent Units may be settled in
            Shares or cash or both.

      d.    PERFORMANCE UNITS. A Performance Unit is an Award denominated in
            cash, the amount of which may be based on the achievement of
            specific goals with respect to Company, Subsidiary or individual
            performance over a specified period of time. The maximum amount of
            such compensation that may be paid to any one Participant with
            respect to any one Performance Period shall be $1,000,000.
            Performance Units may be settled in Shares or cash or both.

      e.    PERFORMANCE COMPENSATION AWARDS.

            (i)   The Committee may, at the time of grant of an Award (other
                  than an Option), designate such Award as a Performance
                  Compensation Award in order that such Award constitute
                  qualified performance-based compensation under Code section
                  162(m). With respect to each such Performance Compensation
                  Award, the Committee shall (on or before the 90th day of the
                  applicable Performance Period), establish, in writing, a
                  Performance Period, Performance Measure(s), Performance
                  Goal(s) and Performance Formula(s). Once established for a
                  Performance Period, such items shall not be amended or
                  otherwise modified to the extent such amendment or
                  modification would cause the compensation payable pursuant to
                  the Award to fail to constitute qualified performance-based
                  compensation under Code section 162(m).

            (ii)  A Participant shall be eligible to receive payment in respect
                  of a Performance Compensation Award only to the extent that
                  the Performance Goal(s) for such Award are achieved and the
                  Performance Formula as applied against such Performance
                  Goals(s) determines that all or some portion of such
                  Participant's Award has been earned for the Performance
                  Period. As soon as practicable after the close of each
                  Performance Period, the Committee shall review and certify in
                  writing whether, and to what extent, the Performance Goals(s)
                  for the Performance Period have been achieved and, if so,
                  determine and certify in writing the amount of the Performance
                  Compensation Award earned by the Participant for such
                  Performance Period based upon such Participant's Performance
                  Formula. The Committee shall then determine the actual amount
                  of the Performance Compensation Award to be paid to the
                  Participant and, in so doing, may use negative discretion to
                  decrease, but not increase, the amount of the Award otherwise
                  payable to the Participant based upon such performance. The
                  maximum Performance Compensation Award for any one Participant
                  for any one Performance Period shall be determined in
                  accordance with Sections 4(d) and 5(b), as applicable.

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      f.    DEFERRALS. The Committee may require or permit Participants to defer
            the issuance or vesting of Shares or the settlement of Awards under
            such rules and procedures as it may be established under the Plan.
            The Committee may also provide that deferred settlements include the
            payment of, or crediting of interest on, the deferral amounts or the
            payment or crediting of Dividend Equivalents on deferred settlements
            denominated in Shares.

SECTION 5. SHARES AVAILABLE UNDER PLAN

      a.    Subject to the adjustment provisions of Section 9, the number of
            Shares with respect to which Awards may be granted (or, in the cases
            of Awards that may be settled in cash or Shares, settled) under the
            Plan shall not exceed 600,000 Shares; provided that Shares with
            respect to the unexercised or undistributed portion of any
            terminated or forfeited Award and Shares tendered or withheld to pay
            the exercise price of an Option and/or any required tax withholding
            with respect to an Award shall be available for further Awards.
            Additional rules for determining the number of Shares granted under
            the Plan may be adopted by the Committee, as it deems necessary and
            appropriate.

      b.    Subject to the adjustment provisions of Section 9, the maximum
            number of Shares with respect to which Awards may be granted to any
            single Participant in the form of Options, Restricted Stock or Stock
            Equivalent Units shall not exceed the total number of Shares
            available under this Plan.

      c.    The Shares that may be issued pursuant to an Award under the Plan
            may be authorized but unissued Shares, or Shares may be acquired,
            subsequently or in anticipation of the transaction, in the open
            market to satisfy the requirements of the Plan.

SECTION 6. AWARD AGREEMENTS

      Each Award under the Plan shall be evidenced by an Award Agreement. Each
Award Agreement shall set forth the terms and conditions applicable to the
Award, as determined by the Committee subject to the Plan, including but not
limited to provisions describing the treatment of an Award in the event of the
termination of a Participant's status as an Employee.

SECTION 7. AMENDMENT AND TERMINATION

      The Board of Directors may at any time amend, suspend or terminate the
Plan, in whole or in part, and the Committee may, subject to the Plan, at any
time alter or amend any or all Award Agreements to the extent permitted by
applicable law; provided that no such action shall impair the rights of any
holder of an Award without the holder's consent. Notwithstanding the foregoing,
neither the Board of Directors nor the Committee shall (except pursuant to
Section 9) amend the Plan or any Award Agreement without the approval of the
shareholders of the Company to (i) increase the number of Shares available for
Awards as set forth in Section 5 or (ii) decrease the exercise price of any
Option.

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SECTION 8. ADMINISTRATION

      a.    The Plan and all Awards shall be administered by the Committee. In
            the absence of the Committee, or to the extent determined by the
            Board of Directors, any action that could be taken by the Committee
            may be taken by the Board of Directors, provided that any such
            action may be taken with respect to Covered Employees only by those
            members of the Board of Directors who are considered "outside
            directors" within the meaning of Treasury Reg.
            Section 1.162-27(e)(3). A majority of the members of the Committee
            shall constitute a quorum. The vote of a majority of a quorum shall
            constitute action by the Committee.

      b.    The Committee shall have full and complete authority, in its sole
            and absolute discretion, (i) to exercise all of the powers granted
            to it under the Plan, (ii) to construe, interpret and implement the
            Plan and any related document, (iii) to prescribe, amend and rescind
            rules relating to the Plan, (iv) to make all determinations
            necessary or advisable in administering the Plan and (v) to correct
            any defect, supply any omission and reconcile any inconsistency in
            the Plan. The actions and determinations of the Committee on all
            matters relating to the Plan and any Awards will be final and
            conclusive. The Committee's determinations under the Plan need not
            be uniform and may be made by it selectively among Participants who
            receive, or who are eligible to receive, Awards under the Plan,
            whether or not such persons are similarly situated.

      c.    The Committee and others to whom the Committee has allocated or
            delegated authority or duties shall keep a record of all their
            proceedings and actions and shall maintain all such books of
            account, records and other data as shall be necessary for the proper
            administration of the Plan.

      d.    The Company shall pay all reasonable expenses of administering the
            Plan, including, but not limited to, the payment of professional
            fees.

      e.    It is the intent of the Company that this Plan and Awards hereunder
            satisfy, and be interpreted in a manner that satisfy, (i) in the
            case of Participants who are or may be Insiders, the applicable
            requirements of Rule 16b-3 of the Exchange Act, so that such persons
            will be entitled to the benefits of Rule 16b-3, or other exemptive
            rules under Section 16, and will not be subjected to avoidable
            liability thereunder and (ii) in the case of Performance
            Compensation Awards, the applicable requirements of Code section
            162(m). If any provision of this Plan or of any Award Agreement
            would otherwise frustrate or conflict with the intent expressed in
            this Section 8(e), that provision, to the extent possible, shall be
            interpreted and deemed amended so as to avoid such conflict. To the
            extent of any remaining irreconcilable conflict with such intent,
            such provision shall be deemed void as applicable to Insiders and/or
            Covered Employees, as applicable.

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      f.    The Committee may appoint such accountants, counsel and other
            experts as it deems necessary or desirable in connection with the
            administration of the Plan.

      g.    Except to the extent prohibited by applicable law or otherwise, the
            Committee may from time to time allocate to one or more of its
            members and delegate to one or more Employees all or any portion of
            its authority and duties, provided that the Committee may not
            allocate or delegate any discretionary authority with respect to
            substantive decisions or functions regarding the Plan or Awards to
            the extent inconsistent with the intent expressed in Section 8(e).

SECTION 9. ADJUSTMENT PROVISIONS

      a.    In the event of any change in the outstanding Shares by reason of a
            stock dividend or stock split, the number of Shares then remaining
            subject to this Plan, and the maximum number of Shares that may be
            issued to any single Participant pursuant to this Plan, including
            those that are then covered by outstanding Awards, shall (i) in the
            event of an increase in the number of outstanding Shares, be
            proportionately increased and the exercise price for each Share then
            covered by an outstanding Award shall be proportionately reduced,
            and (ii) in the event of a reduction in the number of outstanding
            Shares, be proportionately reduced and the exercise price for each
            Share then covered by an outstanding Award shall be proportionately
            increased.

      b.    In the event of any change in the outstanding Shares by reason of a
            recapitalization, merger or consolidation (whether or not the
            Company is the surviving corporation), reorganization, combination
            or exchange of shares or other similar corporate changes or an
            extraordinary dividend in cash or property, but not including the
            repurchase or issuance of Shares by the Company unrelated to any
            such corporate change or extraordinary dividend, the number and kind
            of shares subject to this Plan, the maximum number of shares that
            may be issued to any single Participant, the number and kind of
            shares subject to outstanding Awards and the exercise price thereof
            shall be adjusted by the Committee as it deems appropriate to
            prevent dilution or enlargement of the rights and benefits intended
            to be conveyed by an Award.

      c.    The Committee shall make any further adjustments as it deems
            necessary to help ensure equitable treatment of any holder of an
            Award as the result of any transaction affecting the securities
            subject to the Plan not described in Section 9(a) or (b), or as is
            required or authorized under the terms of any applicable Award
            Agreement, provided the Committee shall not be permitted under this
            Section 9(c) to increase the number of Shares available for Awards
            in total or to each Participant as set forth in Section 5.

      d.    The existence of the Plan and the Awards granted hereunder shall not
            affect or restrict in any way the right or power of the Board of
            Directors or the shareholders of the Company to make or authorize
            any adjustment,

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            recapitalization, reorganization or other capital structure of its
            business, any merger or consolidation of the Company, any issue of
            bonds, debentures, preferred or prior preference shares ahead of or
            affecting the Shares or the rights thereof, the dissolution or
            liquidation of the Company or any sale or transfer of all or any
            part of its assets or business, or any other corporate act or
            proceeding.

SECTION 10. CHANGE OF CONTROL

      a.    In the event of a Change of Control, in addition to any action
            required or authorized by the terms of an Award Agreement, the
            Committee may, in its sole discretion, take any of the following
            actions as a result, or in anticipation, of any such event to assure
            fair and equitable treatment of Participants:

            (i)   accelerate time periods for purposes of vesting in, or
                  realizing gain from, any outstanding Award made pursuant to
                  this Plan;

            (ii)  offer to purchase any outstanding Award made pursuant to this
                  Plan from the holder for its equivalent cash value, as
                  determined by the Committee, as of the date of the Change of
                  Control; or

            (iii) make adjustments or modifications to outstanding Awards as the
                  Committee deems appropriate to maintain and protect the rights
                  and interests of Participants following such Change of
                  Control.

      b.    A "Change of Control" means a change in control of the Company of a
            nature that would be required to be reported in response to Item
            6(e) of Schedule 14A of Regulation 14A promulgated under the
            Exchange Act, provided that, without limitation, such a Change of
            Control shall include and be deemed to occur upon the following
            events:

            (i)   Any person (as such term is defined in Sections 13(d) and
                  14(d)(2) of the Exchange Act) other than the Company, its
                  Subsidiaries or any employee benefit plan of the Company or
                  its Subsidiaries, becomes the "beneficial owner" (as defined
                  in Rule 13d-3 under the Exchange Act), directly or indirectly,
                  of securities of the Company representing 50% or more of the
                  combined voting power of the then outstanding securities of
                  the Company.

            (ii)  The Incumbent Directors cease to constitute a majority of the
                  Board of Directors. "Incumbent Directors" means the members of
                  the Board of Directors at the effective date of the Plan and
                  persons elected or nominated for election as their successors
                  or pursuant to increases in the size of the Board by a vote of
                  at least two-thirds of the Incumbent Directors and successors
                  or additional members so elected or nominated.

            (iii) The shareholders of the Company approve a merger, combination,
                  consolidation, recapitalization or other reorganization of the
                  Company

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                  with one or more other entities that are not wholly-owned
                  Subsidiaries and, as a result of the transaction, less than
                  50% of the outstanding voting securities of the surviving or
                  resulting corporation shall immediately after the event be
                  beneficially owned in the aggregate by shareholders of the
                  Company, determined as of the record date for determination of
                  holders entitled to vote on the action or the day immediately
                  prior to the event in the absence of a vote.

            (iv)  The Shareholders of the Company approve a plan of liquidation
                  and dissolution or sale or transfer of all or substantially
                  all of the Company's assets to an entity that is not a
                  wholly-owned Subsidiary.

SECTION 11. MISCELLANEOUS

      a.    NONASSIGNABILITY. Except as otherwise provided in this Plan or by
            the Committee, no Award or benefit or right related thereto shall be
            assignable or transferable except by will or by the laws of descent
            and distribution.

      b.    OTHER PAYMENTS OR AWARDS. Nothing contained in the Plan shall be
            deemed in any way to limit or restrict the Company or a Subsidiary
            from making any award or payment to any person under any other plan,
            arrangement or understanding, whether now existing or hereafter in
            effect.

      c.    PAYMENTS TO OTHER PERSONS. To the extent permitted by law, none of
            the benefits payable under or relating to the Plan shall be subject
            to the claims or legal process of the creditors of a Participant or
            of his or her beneficiary, spouse, prior spouse, or other persons or
            entity. Any payment legally required to be made to any person other
            than the person to whom any amount is made available under the Plan
            shall be a complete discharge of the liability with respect thereto.

      d.    UNFUNDED PLAN. The Plan shall be unfunded. No provision of the Plan
            or any Award Agreement shall require the Company or a Subsidiary,
            for the purpose of satisfying any obligations under the Plan, to
            purchase assets or place any assets in a trust or other entity to
            which contributions are made or otherwise to segregate any assets,
            nor shall the Company or a Subsidiary maintain separate bank
            accounts, books, records or other evidence of the existence of a
            segregated or separately maintained or administered fund for such
            purposes. Participants shall have no rights under the Plan other
            than as unsecured general creditors of the Company or a Subsidiary,
            except that insofar as they may have become entitled to payment of
            additional compensation by performance of services, they shall have
            the same rights as other employees under generally applicable law.

      e.    LIMITS OF LIABILITY. Any liability of the Company or a Subsidiary to
            any Participant with respect to an Award shall be based solely upon
            contractual obligations created by the Plan and the Award Agreement.
            Neither the Company or its Subsidiaries, nor any member of the Board
            of Directors or of the

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            Committee, nor any other person participating in any determination
            of any question under the Plan, or in the interpretation,
            administration or application of the Plan, shall have any liability
            to any party for any action taken, or not taken, in good faith under
            the Plan.

      f.    RIGHTS OF PARTICIPANTS. Status as an eligible Employee shall not be
            construed as a commitment that any Award shall be made under this
            Plan to such eligible Employee or to eligible Employees generally.
            Nothing contained in this Plan or in any Award Agreement shall
            confer upon any Employee or Participant any right to continue in the
            employ or other service of the Company or a Subsidiary or constitute
            any contract or limit in any way the right of the Company or a
            Subsidiary to change such person's compensation or other benefits or
            to terminate the employment or other service of such person with or
            without cause. Except as provided otherwise in an Award Agreement,
            an Employee's (i) transfer from the Company to a Subsidiary or
            affiliate of the Company, whether or not incorporated, or vice
            versa, or from one Subsidiary to another; (ii) change in status to
            or from employee or consultant; or (iii) leave of absence, duly
            authorized in writing by the Company or a Subsidiary, shall not be
            deemed a termination of such Employee's employment or other service.

      g.    RIGHTS AS A SHAREHOLDER. A Participant shall have no rights as a
            shareholder with respect to any Shares covered by an Award until the
            date the Participant becomes the holder of record of such Shares.
            Except as provided in Section 9, no adjustment shall be made for
            dividends or other rights, unless the Award Agreement specifically
            requires such adjustment.

      h.    WITHHOLDING. Applicable taxes, to the extent required by law, shall
            be withheld in respect of all Awards. A Participant may satisfy the
            withholding obligation by paying the amount of any taxes in cash,
            check (subject to collection) or Shares, or with the approval of the
            Committee, Shares may be deducted from the payment to satisfy the
            obligation in full or in part. The amount of the withholding and the
            number of Shares to be paid or deducted in satisfaction of the
            withholding requirement shall be determined by the Committee with
            reference to the Fair Market Value of the Shares when the
            withholding is required to be made.

      i.    SECTION HEADINGS. The section headings contained herein are for the
            purpose of convenience only, and in the event of any conflict, the
            text of the Plan, rather than the section headings, shall control.

      j.    CONSTRUCTION. In interpreting the Plan, the masculine gender shall
            include the feminine, the neuter gender shall include the masculine
            or feminine, and the singular shall include the plural unless the
            context clearly indicates otherwise.

      k.    INVALIDITY. If any term or provision contained herein or in any
            Award Agreement shall to any extent be invalid or unenforceable,
            such term or provision will be

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<PAGE>

            reformed so that it is valid, and such invalidity or
            unenforceability shall not affect any other provision or part hereof
            or thereof.

      l.    APPLICABLE LAW. The Plan, the Award Agreements and all actions taken
            hereunder or thereunder shall be governed by, and construed in
            accordance with, the laws of the State of Minnesota without regard
            to the conflict of law principles thereof.

      m.    COMPLIANCE WITH LAWS. Notwithstanding anything contained herein or
            in any Award Agreement to the contrary, the Company shall not be
            required to sell or issue Shares hereunder or thereunder if the
            issuance would constitute a violation by the Participant or the
            Company of any provisions of any law or regulation of any
            governmental authority or any national securities exchange; and as a
            condition of any sale or issuance, the Company may require such
            agreements or undertakings, if any, as the Company may deem
            necessary or advisable to assure compliance with any such law or
            regulation.

      n.    EFFECTIVE DATE AND TERM. The Plan was adopted by the Board of
            Directors effective as of March 10, 2004, subject to approval by the
            Company's shareholders. The Committee may grant Awards prior to
            shareholder approval, provided, however, that Awards granted prior
            to such shareholder approval are automatically cancelled if
            shareholder approval is not obtained at or prior to the period
            ending 12 months after the date the Plan is effective and provided
            further that no Award may be exercisable prior to the date
            shareholder approval is obtained. The Plan shall remain in effect
            until all Awards under the Plan have been exercised or terminated
            under the terms of the Plan and applicable Award Agreements,
            provided that Incentive Stock Options under the Plan may only be
            granted within ten years from the effective date of the Plan.

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